Revised Listing Rules

8/20/2019 Revised Listing Rules

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Philippine Stock Exchange, Inc.Revised Listing Rules 38 of 67

Initial Public Offering Shares through the Exchange of the Listing & DisclosureRules.

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SECTION 6. Consequences for Non-Compliance with th Post-ListingRequirement -In the event the Issuer referred in Section 5 ereof, fails toconduct a public offering within the one (1) year period, the Excha ge shall grantthe Issuer an additional thirty (30) days within which to submit a etailed plan tooffer its securities to the public including the timetable of activities. Upon approvalby the Board of Directors of the Exchange of the detailed plan, the Exchangeshall give the Issuer an additional sixty (60) days from the lapse of theaforementioned 30-day period within which to implement its detail plan to offer.

If the Issuer fails to submit and implement the said detail d plan to offerwithin the prescribed period stated above, the Issuer must submit n explanationfor its non-compliance with the post-listing requirements under S tion 5 hereof.If the explanation is found to be unsatisfactory and unacceptable, e Exchange,after informing the Commission, shall impose a suspension of trading of theIssuer's securities. I

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SECTION 7. Applicable Fees- Applicant companies se king listing oftheir securities by way of introduction shall pay the listing fee, rocessing fee,annual listing maintenance fee and other exchange fees in accor ance with the j

,schedule of fees released by the Exchange and in effect upo filing of the fapplicatiqn. ~ iV ~ .

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IPhilippine Stock Exchange, Inc. "'~,Revised Listing Rules 46 of 67

a) Copies of all agreements duly executed that are r levant to thetransaction; I,

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b) Description of the proposed transaction including th timetable forimplementation, and related regulatory requirements; I I

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c) Rationale for the transaction including the benefits whic are expected :.to be accrued to the listed issuer as a result of the trans ction;

d) The aggregate value of the consideration, explaining ho this is to besatisfied, including the terms of any arrangements for ayment on adeferred basis; II

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e) The basis upon which the consideration or the is e value wasdetermined;

f) Detailed work program of the application of roceeds, thecorresponding timetable of disbursements and status 0 each projectincluded in the work program. For debt retirement ap lication, state Iwhich projects were financed by debt being retired, th project cost, IIamount of project financed by debt and financing s urces for the i:remaining cost of the project; II

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g) Identity of the beneficial owner(s) of the shares s I bscribed. (forCorporations: date of incorporation and nature of b siness, majorprojects and investments, capital structure, aud ted financialstatements for the last three (3) fiscal years, list of su sidiaries andaffiliates, board of directors and principal officers; for ind viduals: list of -

shareholdings in other companies with the issuer, list of companies Iwhere the individual is an officer or a director, and rei tionships with ithe existing directors and stockholders of all parties to th transaction);

h) For Subscribers with no track record or with rio operat g history: theSubscriber must present a statement of active busi.ne~ pursuits andobjectives which details the steps undertaken and p posed to beLihdertaken by the Issuer in order to advance its busin ss. Projectedfinancial statements shall only be required sh9uld there I e referencesmade in the Statement to forecasts or targets. I It I

i) Identities of controlling and substantial stockholders 0; he parties tothe transaction, accompanied by a structural chart depicting thestructure of the Subscriber and the Issuer and the int rests of suchstockholders, both before and after the implementation the p~sedtransaction; ti;;: .

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Documents

Revised Listing Rules